Common use of Other Indemnity Clause in Contracts

Other Indemnity. (a) Borrower agrees to indemnify and hold harmless Agent, the Collateral Agent, each Lender and each of their respective officers, directors, agents and employees from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of counsel) which may be incurred by or asserted against Agent, the Collateral Agent, any Lender, any Issuing Lender or any such other indemnified Person in connection with or arising out of any investigation, litigation or proceeding related to this Agreement, the Advances, the Term Loan Commitments, the Revolving Credit Commitments, the Letters of Credit, the use of proceeds of the Advances or Letters of Credit or the negotiation and preparation of documentation in connection herewith or therewith, whether or not Agent, the Collateral Agent, any Issuing Lender or such Lender is a party thereto; provided, however, that Borrower shall not be required to indemnify any such indemnified Person from or against any portion of such claims, damages, liabilities or expenses arising out of gross negligence or willful misconduct of such indemnified Person. The foregoing indemnification shall be binding on the Borrower forever, and shall survive repayment of the Obligations and the release of any liens under the Collateral Documents. (b) Borrower hereby agrees to indemnify, defend and hold harmless Agent, the Collateral Agent, the Issuing Lenders and each Lender, and each of their respective officers, directors, employees and agents, from and against any and all claims, losses, liabilities, damages and expenses (including, without limitation, reasonable attorneys' fees), which may be incurred by or asserted against Agent, the Collateral Agent, the Issuing Lenders or any Lender or any such indemnified Person in connection with or arising out of any investigation, litigation or proceeding, or any action taken by any Person, with respect to any Hazardous Materials Claim arising out of or related to any of the Properties which are subject to a Lien in favor of the Collateral Agent as contemplated hereunder (including, without limitation, any Hazardous Materials Claim arising out of or relating to any (i) release of Hazardous Materials on, upon, under or into any such Properties or (ii) damage to real or personal property or natural resources and/or harm or injury to Persons alleged to have resulted from such release of Hazardous Materials on, upon or into any such Properties); provided, however, that Borrower shall not be required to indemnify, defend or hold harmless any such indemnified Person from or against any portion of such loss, liability, damage or expense arising out of the gross negligence or willful misconduct of such indemnified Person. The foregoing indemnification is the personal obligation of Borrower, binding on Borrower forever, and shall survive repayment of the Obligations and release of record of the mortgages or deeds of trust in favor of Collateral Agent encumbering the Properties and any transfer of the Properties by foreclosure or by deed in lieu of foreclosure. The foregoing indemnification shall not be affected or negated by any exculpatory clause that may be contained in any of the Collateral Documents. It is expressly understood and agreed that to the extent that Collateral Agent and/or Lenders are strictly liable under any such law, regulation, ordinance or requirement, Borrower's obligation to Collateral Agent and Lenders under this indemnity shall likewise be without regard to fault on the part of Borrower or its Subsidiaries with respect to the violation or condition which results in liability to Collateral Agent and/or Lenders; provided, however, that Borrower shall not be required to indemnify, defend or hold harmless any such indemnified Person from or against any portion of such loss, liability, damage or expense arising after the Collateral Agent shall have foreclosed or otherwise taken possession of such property which is caused by any action or inaction of the Collateral Agent after such time. (c) Agent, the Collateral Agent and each Lender agree that in the event that any such investigation, litigation or proceeding is asserted or threatened in writing or instituted against it or any of its officers, directors, agents, and employees, or any remedial, removal or response action is requested of it or any of its officers, directors, agents and employees, for which Agent, the Collateral Agent or any Lender may desire indemnity or defense hereunder, Agent, the Collateral Agent or such Lender shall promptly notify Borrower in writing. (d) Borrower at the request of Agent, the Collateral Agent or any Lender, shall have the obligation to defend against such investigation, litigation or proceeding or requested remedial, removal or response action, and Agent, in any event, may participate in the defense thereof with legal counsel of Agent's choice if Agent asserts defenses that raise potential conflicts of interest with Borrower. No action taken by legal counsel chosen by Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action shall vitiate or in any way impair Borrower's obligation and duty hereunder to indemnify and hold harmless Agent, the Collateral Agent and each Lender (unless such action is grossly negligent).

Other Indemnity. (a) Borrower agrees to indemnify and hold harmless Agent, the Collateral Agent, each Lender and each of their respective officers, directors, agents and employees employees, and trustees and advisors of an Approved Fund, from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of counsel) which may be incurred by or asserted against Agent, the Collateral Agent, the Arranger, the Syndication Agent, any Lender, any Issuing Lender or any such other indemnified Person in connection with or arising out of any investigation, litigation or proceeding related to this Agreement, the Advances, the Term Loan Commitments, the Revolving Credit Commitments, the Letters of Credit, the use of proceeds of the Advances or Letters of Credit or the negotiation and preparation of documentation in connection herewith or therewith, whether or not Agent, the Collateral Agent, the Arranger, the Syndication Agent, any Issuing Lender or such Lender is a party thereto; provided, however, that Borrower shall not be required to indemnify any such indemnified Person from or against any portion of such claims, damages, liabilities or expenses arising out of gross negligence or negligence, willful misconduct or bad faith of such indemnified Person. The foregoing indemnification shall be binding on the Borrower forever, and shall survive repayment of the Obligations and the release of any liens under the Collateral Documents. (b) Borrower hereby agrees to indemnify, defend and hold harmless Agent, the Collateral Agent, the Issuing Lenders and each Lender, and each of their respective officers, directors, employees and agents, and trustees and advisors of an Approved Fund, from and against any and all claims, losses, liabilities, damages and expenses (including, without limitation, reasonable attorneys' ’ fees), which may be incurred by or asserted against Agent, the Collateral Agent, the Issuing Lenders or any Lender or any such indemnified Person in connection with or arising out of any investigation, litigation or proceeding, or any action taken by any Person, with respect to any Hazardous Materials Claim arising out of or related to any of the Properties which are subject to a Lien in favor of the Collateral Agent as contemplated hereunder (including, without limitation, any Hazardous Materials Claim arising out of or relating to any (i) release of Hazardous Materials on, upon, under or into any such Properties or (ii) damage to real or personal property or natural resources and/or harm or injury to Persons alleged to have resulted from such release of Hazardous Materials on, upon or into any such Properties); provided, however, that Borrower shall not be required to indemnify, defend or hold harmless any such indemnified Person from or against any portion of such loss, liability, damage or expense arising out of the gross negligence or negligence, willful misconduct or bad faith of such indemnified Person. The foregoing indemnification is the personal obligation of Borrower, binding on Borrower forever, and shall survive repayment of the Obligations and release of record of the mortgages or deeds of trust in favor of Collateral Agent encumbering the Properties and any transfer of the Properties by foreclosure or by deed in lieu of foreclosure. The foregoing indemnification shall not be affected or negated by any exculpatory clause that may be contained in any of the Collateral Documents. It is expressly understood and agreed that to the extent that Collateral Agent and/or Lenders are strictly liable under any such law, regulation, ordinance or requirement, Borrower's ’s obligation to Collateral Agent and Lenders under this indemnity shall likewise be without regard to fault on the part of Borrower or its Subsidiaries with respect to the violation or condition which results in liability to Collateral Agent and/or Lenders; provided, however, that Borrower shall not be required to indemnify, defend or hold harmless any such indemnified Person from or against any portion of such loss, liability, damage or expense arising after the Collateral Agent shall have foreclosed or otherwise taken possession of such property which is caused by any action or inaction of the Collateral Agent after such time. (c) Agent, the Collateral Agent and each Lender agree that in the event that any such investigation, litigation or proceeding is asserted or threatened in writing or instituted against it or any of its officers, directors, agents, agents and employees, or trustees and advisors of an Approved Fund, or any remedial, removal or response action is requested of it or any of its officers, directors, agents and employees, or trustees and advisors of an Approved Fund, for which Agent, the Collateral Agent or any Lender may desire indemnity or defense hereunder, Agent, the Collateral Agent or such Lender shall promptly notify Borrower in writing. (d) Borrower at the request of Agent, the Collateral Agent or any Lender, shall have the obligation to defend against such investigation, litigation or proceeding or requested remedial, removal or response action, and Agent, in any event, may participate in the defense thereof with legal counsel of Agent's ’s choice if Agent asserts defenses that raise potential conflicts of interest with Borrower. No action taken by legal counsel chosen by Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action shall vitiate or in any way impair Borrower's ’s obligation and duty hereunder to indemnify and hold harmless Agent, the Collateral Agent and each Lender (unless such action is grossly negligent).

Other Indemnity. (a) Borrower agrees to indemnify and hold harmless Agent, the Collateral Agent, each Lender Bank and each of their respective officers, directors, agents and employees from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of counsel) which may be incurred by or asserted against Agent, the Collateral Agent, any LenderBank, any Issuing Lender Bank or any such other indemnified Person in connection with or arising out of any investigation, litigation or proceeding related to this Agreement, the Advances, the Term Loan Commitments, the Revolving Credit Commitments, the Letters of Credit, the use of proceeds of the Advances or Letters of Credit or the negotiation and preparation of documentation in connection herewith or therewith, whether or not Agent, the Collateral Agent, any Issuing Lender Bank or such Lender Bank is a party thereto; providedPROVIDED, howeverHOWEVER, that Borrower shall not be required to indemnify any such indemnified Person from or against any portion of such claims, damages, liabilities or expenses arising out of gross negligence or willful misconduct of such indemnified Person. The foregoing indemnification shall be binding on the Borrower forever, and shall survive repayment of the Obligations and the release of any liens under the Collateral Documents. (b) Borrower hereby agrees to indemnify, defend and hold harmless Agent, the Collateral Agent, the Issuing Lenders Banks and each LenderBank, and each of their respective officers, directors, employees and agents, from and against any and all claims, losses, liabilities, damages and expenses (including, without limitation, reasonable attorneys' fees), which may be incurred by or asserted against Agent, the Collateral Agent, the Issuing Lenders Banks or any Lender Bank or any such indemnified Person in connection with or arising out of any investigation, litigation or proceeding, or any action taken by any Person, with respect to any Hazardous Materials Claim arising out of or related to any of the Properties which are subject to a Lien in favor of the Collateral Agent as contemplated hereunder (including, without limitation, any Hazardous Materials Claim arising out of or relating to any (i) release of Hazardous Materials on, upon, under or into any such Properties or (ii) damage to real or personal property or natural resources and/or harm or injury to Persons alleged to have resulted from such release of Hazardous Materials on, upon or into any such Properties); providedPROVIDED, howeverHOWEVER, that Borrower shall not be required to indemnify, defend or hold harmless any such indemnified Person from or against any portion of such loss, liability, damage or expense arising out of the gross negligence or willful misconduct of such indemnified Person. The foregoing indemnification is the personal obligation of Borrower, binding on Borrower forever, and shall survive repayment of the Obligations and release of record of the mortgages or deeds of trust in favor of Collateral Agent encumbering the Properties and any transfer of the Properties by foreclosure or by deed in lieu of foreclosure. The foregoing indemnification shall not be affected or negated by any exculpatory clause that may be contained in any of the Collateral Documents. It is expressly understood and agreed that to the extent that Collateral Agent and/or Lenders Banks are strictly liable under any such law, regulation, ordinance or requirement, Borrower's obligation to Collateral Agent and Lenders Banks under this indemnity shall likewise be without regard to fault on the part of Borrower or its Subsidiaries with respect to the violation or condition which results in liability to Collateral Agent and/or LendersBanks; providedPROVIDED, howeverHOWEVER, that Borrower shall not be required to indemnify, defend or hold harmless any such indemnified Person from or against any portion of such loss, liability, damage or expense arising after the Collateral Agent shall have foreclosed or otherwise taken possession of such property which is caused by any action or inaction of the Collateral Agent after such time. (c) Agent, the Collateral Agent and each Lender Bank agree that in the event that any such investigation, litigation or proceeding is asserted or threatened in writing or instituted against it or any of its officers, directors, agents, and employees, or any remedial, removal or response action is requested of it or any of its officers, directors, agents and employees, for which Agent, the Collateral Agent or any Lender Bank may desire indemnity or defense hereunder, Agent, the Collateral Agent or such Lender Bank shall promptly notify Borrower in writing. (d) Borrower at the request of Agent, the Collateral Agent or any LenderBank, shall have the obligation to defend against such investigation, litigation or proceeding or requested remedial, removal or response action, and Agent, in any event, may participate in the defense thereof with legal counsel of Agent's choice if Agent asserts defenses that raise potential conflicts of interest with Borrower. No action taken by legal counsel chosen by Agent or any Lender Bank in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action shall vitiate or in any way impair Borrower's obligation and duty hereunder to indemnify and hold harmless Agent, the Collateral Agent and each Lender Bank (unless such action is grossly negligent).

Other Indemnity. (a) Borrower agrees to indemnify and hold harmless Agent, the Collateral Agent, each Lender and each of their respective officers, directors, agents and employees from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of counsel) which may be incurred by or asserted against Agent, the Collateral Agent, any Lender, any Issuing Lender or any such other indemnified Person in connection with or arising out of any investigation, litigation or proceeding related to this Agreement, the Advances, the Term Loan Commitments, the Revolving Credit Commitments, the Letters of Credit, the use of proceeds of the Advances or Letters of Credit or the negotiation and preparation of documentation in connection herewith or therewith, whether or not Agent, the Collateral Agent, any Issuing Lender or such Lender is a party thereto; provided, however, that Borrower shall not be required to indemnify any such indemnified Person from or against any portion of such claims, damages, liabilities or expenses arising out of gross negligence or willful misconduct of such indemnified Person. The foregoing indemnification shall be binding on the Borrower forever, and shall survive repayment of the Obligations and the release of any liens under the Collateral Documents. (b) Borrower hereby agrees to indemnify, defend and hold harmless Agent, the Collateral Agent, the Issuing Lenders and each Lender, and each of their respective officers, directors, employees and agents, from and against any and all claims, losses, liabilities, damages and expenses (including, without limitation, reasonable attorneys' ’ fees), which may be incurred by or asserted against Agent, the Collateral Agent, the Issuing Lenders or any Lender or any such indemnified Person in connection with or arising out of any investigation, litigation or proceeding, or any action taken by any Person, with respect to any Hazardous Materials Claim arising out of or related to any of the Properties which are subject to a Lien in favor of the Collateral Agent as contemplated hereunder (including, without limitation, any Hazardous Materials Claim arising out of or relating to any (i) release of Hazardous Materials on, upon, under or into any such Properties or (ii) damage to real or personal property or natural resources and/or harm or injury to Persons alleged to have resulted from such release of Hazardous Materials on, upon or into any such Properties); provided, however, that Borrower shall not be required to indemnify, defend or hold harmless any such indemnified Person from or against any portion of such loss, liability, damage or expense arising out of the gross negligence or willful misconduct of such indemnified Person. The foregoing indemnification is the personal obligation of Borrower, binding on Borrower forever, and shall survive repayment of the Obligations and release of record of the mortgages or deeds of trust in favor of Collateral Agent encumbering the Properties and any transfer of the Properties by foreclosure or by deed in lieu of foreclosure. The foregoing indemnification shall not be affected or negated by any exculpatory clause that may be contained in any of the Collateral Documents. It is expressly understood and agreed that to the extent that Collateral Agent and/or Lenders are strictly liable under any such law, regulation, ordinance or requirement, Borrower's ’s obligation to Collateral Agent and Lenders under this indemnity shall likewise be without regard to fault on the part of Borrower or its Subsidiaries with respect to the violation or condition which results in liability to Collateral Agent and/or Lenders; provided, however, that Borrower shall not be required to indemnify, defend or hold harmless any such indemnified Person from or against any portion of such loss, liability, damage or expense arising after the Collateral Agent shall have foreclosed or otherwise taken possession of such property which is caused by any action or inaction of the Collateral Agent after such time. (c) Agent, the Collateral Agent and each Lender agree that in the event that any such investigation, litigation or proceeding is asserted or threatened in writing or instituted against it or any of its officers, directors, agents, and employees, or any remedial, removal or response action is requested of it or any of its officers, directors, agents and employees, for which Agent, the Collateral Agent or any Lender may desire indemnity or defense hereunder, Agent, the Collateral Agent or such Lender shall promptly notify Borrower in writing. (d) Borrower at the request of Agent, the Collateral Agent or any Lender, shall have the obligation to defend against such investigation, litigation or proceeding or requested remedial, removal or response action, and Agent, in any event, may participate in the defense thereof with legal counsel of Agent's ’s choice if Agent asserts defenses that raise potential conflicts of interest with Borrower. No action taken by legal counsel chosen by Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action shall vitiate or in any way impair Borrower's ’s obligation and duty hereunder to indemnify and hold harmless Agent, the Collateral Agent and each Lender (unless such action is grossly negligent).

Other Indemnity. (a) Borrower agrees SIXTEENTH: Contractors and Indemnitors shall continue to indemnify remain bound under the terms of this Agreement even though the Surety may have from time to time before or after the execution of this Agreement, with or without notice to or knowledge of Contractors and hold harmless AgentIndemnitors, the Collateral Agent, each Lender and each accepted or released other agreements of their respective officers, directors, agents and employees from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of counsel) which may be incurred by indemnity or asserted against Agent, the Collateral Agent, any Lender, any Issuing Lender or any such other indemnified Person collateral in connection with the execution or arising out of any investigation, litigation or proceeding related to this Agreement, the Advances, the Term Loan Commitments, the Revolving Credit Commitments, the Letters of Credit, the use of proceeds procurement of the Advances or Letters of Credit or the negotiation and preparation of documentation in connection herewith or therewith, whether or not Agent, the Collateral Agent, any Issuing Lender or such Lender is a party thereto; provided, however, that Borrower shall not be required to indemnify any such indemnified Person from or against any portion of such claims, damages, liabilities or expenses arising out of gross negligence or willful misconduct of such indemnified Person. The foregoing indemnification shall be binding on the Borrower forever, and shall survive repayment of the Obligations and the release of any liens under the Collateral Documents. (b) Borrower hereby agrees to indemnify, defend and hold harmless Agent, the Collateral Agent, the Issuing Lenders and each Lender, and each of their respective officers, directors, employees and agentsBonds, from and against any and all claimsContractors or Indemnitors or others, losses, liabilities, damages and expenses (including, without limitation, reasonable attorneys' fees), which may be incurred by or asserted against Agent, the Collateral Agent, the Issuing Lenders or any Lender or any such indemnified Person in connection with or arising out of any investigation, litigation or proceeding, or any action taken by any Person, with respect to any Hazardous Materials Claim arising out of or related to any of the Properties which are subject to a Lien in favor of the Collateral Agent as contemplated hereunder (including, without limitation, any Hazardous Materials Claim arising out of or relating to any (i) release of Hazardous Materials on, upon, under or into any such Properties or (ii) damage to real or personal property or natural resources and/or harm or injury to Persons alleged to have resulted from such release of Hazardous Materials on, upon or into any such Properties); provided, however, that Borrower shall not be required to indemnify, defend or hold harmless any such indemnified Person from or against any portion of such loss, liability, damage or expense arising out of the gross negligence or willful misconduct of such indemnified Person. The foregoing indemnification is the personal obligation of Borrower, binding on Borrower forever, and shall survive repayment of the Obligations and release of record of the mortgages or deeds of trust in favor of Collateral Agent encumbering the Properties and any transfer of the Properties by foreclosure or by deed in lieu of foreclosure. The foregoing indemnification shall not be affected or negated by any exculpatory clause that may be contained in any of the Collateral Documents. It is it being expressly understood and agreed by the Contractors and the Indemnitors that to any and all other rights which the extent that Collateral Agent Surety may have or acquire against the Contractors and the Indemnitors and/or Lenders are strictly liable others under any such lawother or additional agreements of indemnity or collateral shall be in addition to, regulationand not in lieu of, ordinance or requirement, Borrower's obligation to Collateral Agent and Lenders the rights afforded the Surety under this indemnity Agreement. GLDD General Agreement of Indemnity - ACE SEVENTEENTH: In case any of the parties mentioned in this Agreement fail to execute the same, or in case the execution hereof by any of the parties be defective or invalid for any reason, such failure, defect or invalidity shall likewise not in any manner affect the validity of this Agreement or the liability hereunder of any of the parties executing the same, but each and every party so executing shall be without regard to fault on the part of Borrower or its Subsidiaries with respect and remain fully bound and liable hereunder to the violation same extent as if such failure, defect or condition invalidity had not existed. It is understood and agreed by the Contractors and Indemnitors that the rights, powers, and remedies given the Surety under this Agreement shall be and are in addition to, and not in lieu of, any and all other rights, powers, and remedies which results in liability the Surety may have or acquire against the Contractors and Indemnitors or others whether by the terms of any other agreement or by operation of law or otherwise. EIGHTEENTH: Contractors and Indemnitors hereby irrevocably nominate, constitute, appoint and designate Surety as their attorney-in-fact, with the right, but not the obligation, to Collateral Agent and/or Lenders; provided, however, that Borrower shall not be required to indemnify, defend or hold harmless any such indemnified Person from or against any portion of such loss, liability, damage or expense arising after the Collateral Agent shall have foreclosed or otherwise taken possession of such property which is caused by any action or inaction exercise all of the Collateral Agent after such time. (c) Agentrights of Contractors and Indemnitors assigned, transferred and set over to the Collateral Agent Surety in this Agreement, and each Lender agree that in the event that any such investigationname of Contractors and Indemnitors to make, litigation or proceeding is asserted or threatened in writing or instituted against it or any of its officers, directors, agentsexecute, and employeesdeliver any and all additional or other assignments, documents or any remedialpapers deemed necessary and proper by Surety in order to give full effect not only to the intent and meaning of the assignments in this Agreement, removal or response action is requested but also to the full protection intended to be given to Surety under all other provisions of it or any of its officers, directors, agents this Agreement. Contractors and employees, for which Agent, Indemnitors hereby ratify and confirm all acts and actions taken and done by the Collateral Agent or any Lender may desire indemnity or defense hereunder, Agent, the Collateral Agent or Surety as such Lender shall promptly notify Borrower in writingattorney-in-fact. (d) Borrower at the request of Agent, the Collateral Agent or any Lender, shall have the obligation to defend against such investigation, litigation or proceeding or requested remedial, removal or response action, and Agent, in any event, may participate in the defense thereof with legal counsel of Agent's choice if Agent asserts defenses that raise potential conflicts of interest with Borrower. No action taken by legal counsel chosen by Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action shall vitiate or in any way impair Borrower's obligation and duty hereunder to indemnify and hold harmless Agent, the Collateral Agent and each Lender (unless such action is grossly negligent).

Other Indemnity. (a) Borrower agrees to indemnify and hold harmless Agent, the Collateral Agent, each Lender and each of their respective officers, directors, agents and employees employees, and trustees and advisors of an Approved Fund, from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of counsel) which may be incurred by or asserted against Agent, the Collateral Agent, any Lender, any Issuing Lender or any such other indemnified Person in connection with or arising out of any investigation, litigation or proceeding related to this Agreement, the Advances, the Term Loan Commitments, the Revolving Credit Commitments, the Letters of Credit, the use of proceeds of the Advances or Letters of Credit or the negotiation and preparation of documentation in connection herewith or therewith, whether or not Agent, the Collateral Agent, any Issuing Lender or such Lender is a party thereto; provided, however, that Borrower shall not be required to indemnify any such indemnified Person from or against any portion of such claims, damages, liabilities or expenses arising out of gross negligence or willful misconduct of such indemnified Person. The foregoing indemnification shall be binding on the Borrower forever, and shall survive repayment of the Obligations and the release of any liens under the Collateral Documents. (b) Borrower hereby agrees to indemnify, defend and hold harmless Agent, the Collateral Agent, the Issuing Lenders and each Lender, and each of their respective officers, directors, employees and agents, and trustees and advisors of an Approved Fund, from and against any and all claims, losses, liabilities, damages and expenses (including, without limitation, reasonable attorneys' ’ fees), which may be incurred by or asserted against Agent, the Collateral Agent, the Issuing Lenders or any Lender or any such indemnified Person in connection with or arising out of any investigation, litigation or proceeding, or any action taken by any Person, with respect to any Hazardous Materials Claim arising out of or related to any of the Properties which are subject to a Lien in favor of the Collateral Agent as contemplated hereunder (including, without limitation, any Hazardous Materials Claim arising out of or relating to any (i) release of Hazardous Materials on, upon, under or into any such Properties or (ii) damage to real or personal property or natural resources and/or harm or injury to Persons alleged to have resulted from such release of Hazardous Materials on, upon or into any such Properties); provided, however, that Borrower shall not be required to indemnify, defend or hold 93 harmless any such indemnified Person from or against any portion of such loss, liability, damage or expense arising out of the gross negligence or willful misconduct of such indemnified Person. The foregoing indemnification is the personal obligation of Borrower, binding on Borrower forever, and shall survive repayment of the Obligations and release of record of the mortgages or deeds of trust in favor of Collateral Agent encumbering the Properties and any transfer of the Properties by foreclosure or by deed in lieu of foreclosure. The foregoing indemnification shall not be affected or negated by any exculpatory clause that may be contained in any of the Collateral Documents. It is expressly understood and agreed that to the extent that Collateral Agent and/or Lenders are strictly liable under any such law, regulation, ordinance or requirement, Borrower's ’s obligation to Collateral Agent and Lenders under this indemnity shall likewise be without regard to fault on the part of Borrower or its Subsidiaries with respect to the violation or condition which results in liability to Collateral Agent and/or Lenders; provided, however, that Borrower shall not be required to indemnify, defend or hold harmless any such indemnified Person from or against any portion of such loss, liability, damage or expense arising after the Collateral Agent shall have foreclosed or otherwise taken possession of such property which is caused by any action or inaction of the Collateral Agent after such time. (c) Agent, the Collateral Agent and each Lender agree that in the event that any such investigation, litigation or proceeding is asserted or threatened in writing or instituted against it or any of its officers, directors, agents, agents and employees, or trustees and advisors of an Approved Fund, or any remedial, removal or response action is requested of it or any of its officers, directors, agents and employees, or trustees and advisors of an Approved Fund, for which Agent, the Collateral Agent or any Lender may desire indemnity or defense hereunder, Agent, the Collateral Agent or such Lender shall promptly notify Borrower in writing. (d) Borrower at the request of Agent, the Collateral Agent or any Lender, shall have the obligation to defend against such investigation, litigation or proceeding or requested remedial, removal or response action, and Agent, in any event, may participate in the defense thereof with legal counsel of Agent's ’s choice if Agent asserts defenses that raise potential conflicts of interest with Borrower. No action taken by legal counsel chosen by Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action shall vitiate or in any way impair Borrower's ’s obligation and duty hereunder to indemnify and hold harmless Agent, the Collateral Agent and each Lender (unless such action is grossly negligent).

Other Indemnity. (a) Borrower agrees to indemnify and hold harmless Agent, the Collateral AgentAgents, each Lender and each of their respective officers, directors, agents and employees employees, (each an “Indemnified Person”), from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of counsel) which may be incurred by or asserted against AgentAgents, the Collateral Agent, Arranger any Lender, any Issuing Lender or any such other indemnified Person in connection with or arising out of any investigation, litigation or proceeding related to this Agreement, the AdvancesLoans, the Term Loan Commitments, the Revolving Credit Commitments, the Letters of Credit, the use of proceeds of the Advances Loans or Letters of Credit or the negotiation and preparation of documentation in connection herewith or therewith, whether or not any Agent, the Collateral AgentArranger, any Issuing Lender or such Lender is a party thereto; provided, however, that Borrower shall not be required to indemnify any such indemnified Person from or against any portion of such claims, damages, liabilities or expenses arising out of gross negligence or willful misconduct of such indemnified Person. The foregoing indemnification shall be binding on the Borrower forever, and shall survive repayment of the Obligations and the release of any liens under the Collateral Documents.to (ba) Borrower hereby agrees to indemnify, defend and hold harmless Agent, the Collateral AgentAgents, the Issuing Lenders and each Lender, and each of their respective officers, directors, employees and agents, from and against any and all claims, losses, liabilities, damages and expenses (including, without limitation, reasonable attorneys' fees)’ fees of one counsel for all Indemnified Persons) to the extent no actual conflict exists, which may be incurred by or asserted against any Agent, the Collateral Agent, the Issuing Lenders Lender or any Lender or any such indemnified Person in connection with or arising out of any investigation, litigation or proceeding, or any action taken by any Person, with respect to any Hazardous Materials Claim arising out of or related to any of the Properties which are subject to a Lien in favor of the Collateral Agent as contemplated hereunder (including, without limitation, any Hazardous Materials Claim arising out of or relating to any (i) release of Hazardous Materials on, upon, under or into any such Properties or (ii) damage to real or personal property or natural resources and/or harm or injury to Persons alleged to have resulted from such release of Hazardous Materials on, upon or into any such Properties); provided, however, that Borrower shall not be required to indemnify, defend or hold harmless any such indemnified Person from or against any portion of such loss, liability, damage or expense arising out of the gross negligence or negligence, willful misconduct or bad faith of such indemnified Person. The foregoing indemnification is the personal obligation of Borrower, binding on Borrower forever, and shall survive repayment of the Obligations and release of record of the mortgages or deeds of trust in favor of Collateral Agent encumbering the Properties and any transfer of the Properties by foreclosure or by deed in lieu of foreclosure. The foregoing indemnification shall not be affected or negated by any exculpatory clause that may be contained in any of the Collateral Documents. It is expressly understood and agreed that to the extent that Collateral Agent and/or Lenders are strictly liable under any such law, regulation, ordinance or requirement, Borrower's ’s obligation to Collateral Agent and Lenders under this indemnity shall likewise be without regard to fault on the part of Borrower or its Subsidiaries with respect to the violation or condition which results in liability to Collateral Agent and/or Lenders; provided, however, that Borrower shall not be required to indemnify, defend or hold harmless any such indemnified Person from or against any portion of such loss, liability, damage or expense arising after the Collateral Agent shall have foreclosed or otherwise taken possession of such property which is caused by any action or inaction of the Collateral Agent after such time. (c) Agent, the Collateral Agent and each Lender agree that in the event that any such investigation, litigation or proceeding is asserted or threatened in writing or instituted against it or any of its officers, directors, agents, and employees, or any remedial, removal or response action is requested of it or any of its officers, directors, agents and employees, for which Agent, the Collateral Agent or any Lender may desire indemnity or defense hereunder, Agent, the Collateral Agent or such Lender shall promptly notify Borrower in writing. (d) Borrower at the request of Agent, the Collateral Agent or any Lender, shall have the obligation to defend against such investigation, litigation or proceeding or requested remedial, removal or response action, and Agent, in any event, may participate in the defense thereof with legal counsel of Agent's choice if Agent asserts defenses that raise potential conflicts of interest with Borrower. No action taken by legal counsel chosen by Agent or any Lender in defending against any such investigation, litigation or proceeding or requested remedial, removal or response action shall vitiate or in any way impair Borrower's obligation and duty hereunder to indemnify and hold harmless Agent, the Collateral Agent and each Lender (unless such action is grossly negligent).